<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Latin America Equity Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 23, 2000
-----------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of
the funds listed above (each a "Fund" and collectively, the "Funds") will be
held at the offices of Credit Suisse Asset Management, LLC, 466 Lexington Avenue
(between 45th & 46th Street), 12th Floor, New York, New York 10017, on Tuesday,
May 23, 2000, commencing at the following times:
<TABLE>
<S> <C>
The Latin America Equity Fund, Inc. ("LAQ")................. 2:00 p.m.
The Latin America Investment Fund, Inc. ("LAM")............. 2:30 p.m.
</TABLE>
The meetings are being held to consider and vote on the following matters
for each Fund as described in the accompanying joint proxy statement (the "Joint
Proxy Statement") and such other matters as may properly come before the
meetings or any adjournments thereof:
<TABLE>
<CAPTION>
PROPOSALS
---------
<C> <S> <C> <C> <C> <C> <C>
1. Election of Directors.
2. Ratification of PricewaterhouseCoopers LLP as independent public accountants for the fiscal year ending
December 31, 2000.
3. A shareholder proposal requesting that the Board of Directors of LAQ present for shareholder approval a program
to permit shareholders to realize net asset value for their shares.
4. A shareholder proposal requesting that the Board of Directors of LAM present for shareholder approval a program
to permit shareholders to realize net asset value for their shares.
</TABLE>
The close of business on February 25, 2000 has been fixed as the record date
for the determination of the shareholders of each Fund entitled to notice of,
and to vote at, the meetings.
This notice and related proxy material are first being mailed on or about
April 17, 2000.
By order of each Board of Directors,
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY OF EACH FUND
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WISH YOUR STOCK TO BE
VOTED, PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE
ADDITIONAL EXPENSE OF FURTHER SOLICITATION. IF YOU OWN YOUR SHARES THROUGH BANK
OR BROKERAGE ACCOUNTS, YOU SHOULD BRING PROOF OF YOUR OWNERSHIP IF YOU WISH TO
ATTEND THE MEETING.
Dated: April 17, 2000
New York, New York
<PAGE>
THE LATIN AMERICA EQUITY FUND, INC.
THE LATIN AMERICA INVESTMENT FUND, INC.
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
JOINT PROXY STATEMENT FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 23, 2000
-----------------
This Joint Proxy Statement is furnished in connection with a solicitation of
proxies by the Boards of Directors (each a "Board" and collectively, the
"Boards") of the Funds for use at the Annual Meetings of Shareholders to be held
at the offices of Credit Suisse Asset Management, LLC ("CSAM"), 466 Lexington
Avenue (between 45th & 46th Street), 12th Floor, New York, New York 10017, on
Tuesday, May 23, 2000 and at any adjournments thereof (each a "Meeting" and
collectively, the "Meetings"). A Notice of Annual Meetings of Shareholders and a
proxy card or cards (the "Proxy") accompany this Joint Proxy Statement. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers or
employees of the Funds, CSAM, the investment adviser to the Funds, Bear Stearns
Funds Management Inc., administrator to the Funds (the "Administrator"), or
Georgeson Shareholder Communications, Inc. ("Georgeson"), a proxy solicitation
firm that has been retained by each of the Funds and which will receive a fee of
approximately $6,000 per Fund and will be reimbursed for its reasonable
expenses. All costs of solicitation, including (a) printing and mailing of this
Joint Proxy Statement and accompanying material, (b) the reimbursement of
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Funds' shares, (c) payment of Georgeson
for its services in soliciting Proxies and (d) supplementary solicitations to
submit Proxies, will be borne by the Funds. This Joint Proxy Statement is
expected to be mailed to shareholders on or about April 17, 2000.
The principal executive office of CSAM is One Citicorp Center, 153 East
53rd Street, 57th Floor, New York, New York 10022. The Administrator has its
principal executive office at 575 Lexington Avenue, New York, New York 10022.
Salomon Brothers Asset Management Inc ("SBAM"), located at 7 World Trade Center,
New York, New York 10048, serves as investment adviser to The Latin America
Investment Fund, Inc. ("LAM") with respect to investments in external debt
obligations of Latin American governments or governmental entities. Celfin
Servicios Financieros Limitada ("Celfin"), located at Apoquindo 3721, Piso 19,
Santiago, Chile, serves as Chilean investment sub-adviser and Chilean
sub-administrator to The Latin America Equity Fund, Inc. ("LAQ") and LAM.
The Funds' Annual Reports containing audited financial statements for the
fiscal year ended December 31, 1999 have previously been furnished to the
shareholders of the respective Funds. The reports are not to be regarded as
proxy-soliciting material.
1
<PAGE>
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meetings, the shares represented thereby will be voted in accordance with
the instructions marked on the Proxy. If no instructions are marked on the
Proxy, the Proxy will be voted FOR election of the nominees for director, FOR
the ratification of the selection of PricewaterhouseCoopers LLP as independent
public accountants, AGAINST the shareholder proposals, and in accordance with
the judgment of the persons appointed as proxies upon any other matter that may
properly come before a Meeting. Any shareholder giving a Proxy has the right to
attend a Meeting to vote his or her shares in person (thereby revoking any prior
Proxy) and also the right to revoke the Proxy at any time by written notice
received by a Fund prior to the time it is voted.
In the event that a quorum is present at a Meeting but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of a Meeting to permit further solicitation of
Proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by Proxy. If a quorum is
present, the persons named as proxies will vote those Proxies that they are
entitled to vote FOR any proposal in favor of an adjournment and will vote those
Proxies required to be voted AGAINST any such proposal against any adjournment.
A shareholder vote may be taken on one or more of the proposals in the Joint
Proxy Statement prior to any adjournment if sufficient votes have been received
and it is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of a Fund entitled to vote at a Meeting. For purposes of determining the
presence of a quorum for transacting business at a Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted.
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy, Proposals 2, 3 and 4 require for
approval the vote of a majority of the votes cast at a Meeting in person or by
proxy. Because abstentions and broker non-votes are not treated as shares voted,
any abstentions and broker non-votes would have no impact on such proposals.
Each Fund has one class of shares of capital stock, par value $0.001 per
share (the "Shares"). On the record date, February 25, 2000, the following
number of Shares of each Fund were issued and outstanding:
<TABLE>
<S> <C> <C>
LAQ...................................... 7,125,528 Shares
LAM...................................... 6,518,639 Shares
</TABLE>
This Joint Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own Shares of
both Funds, to avoid burdening shareholders with more than one proxy statement.
Shares of a Fund are entitled to one vote each at such Fund's Meeting and
fractional Shares are entitled to proportionate shares of one vote. To the
extent information relating to common ownership is available to the Funds, a
shareholder that owns of record Shares in both of the Funds will receive a
package containing a Joint Proxy Statement and Proxies for each Fund. If the
information relating to common ownership is not available to the Funds, a
shareholder that beneficially owns Shares in both Funds may receive two packages
each containing a Joint Proxy Statement and a Proxy for each Fund. Thus, if a
proposal is approved by shareholders of one Fund and disapproved by shareholders
of the other Fund, the proposal will be implemented for the Fund that approved
the proposal and will not be implemented for the Fund that did not approve the
proposal. Therefore, it is essential that shareholders complete, date, sign and
return EACH enclosed Proxy.
2
<PAGE>
In order that your Shares may be represented, you are requested to:
-- indicate your instructions on the Proxy or Proxies;
-- date and sign the Proxy or Proxies;
-- mail the Proxy or Proxies promptly in the enclosed envelope;
-- allow sufficient time for the Proxy or Proxies to be received before the
commencement of the applicable Meetings on May 23, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be submitted at the Meetings will be the election of
directors of the Funds. Unless otherwise described below, each nominee is a
current director whose term expires on the date of the Meetings and, if elected,
will serve until the 2003 Annual Meetings of the Funds and hold office for a
term of three years and until his successor is elected and qualified. Each Board
is divided into three classes, each class having a term of no more than three
years. Each year the term of office of one class expires and the successor or
successors elected to such class will serve for a three-year term.
The following identifies the nominees for election to the Boards of the
Funds. Information with respect to such nominees is set forth further below.
<TABLE>
<S> <C> <C> <C>
LAQ: George W. Landau (three-year term) LAM: Enrique R. Arzac (three-year term)
Richard W. Watt (three-year term) George W. Landau (three-year term)
Richard W. Watt (three-year term)
</TABLE>
Each nominee has indicated an intention to continue to serve if elected and
has consented to being named in this Joint Proxy Statement. Each nominee or
director who is deemed an "interested person" of a Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk in the following table. Messrs. Priest and Watt are interested persons
of the Funds by virtue of their positions as directors and/or officers of CSAM.
The following table sets forth certain information regarding the nominees
for election to the Boards of the Funds, the directors of the Funds and the
executive officers and directors of the Funds as a group. Each of the nominees,
the directors and the executive officers of the Funds has sole voting and
investment power with respect to the Shares shown. Each nominee, each director
and the executive officers and directors of each Fund as a group owns less than
one percent of the outstanding Shares of such Fund. Mr. Peter A. Gordon resigned
as a director of LAQ and LAM effective December 20, 1999. Accordingly, the size
of the Boards of LAQ and LAM were reduced to 6 and 7, respectively.
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY DIRECTOR AND TERM MEMBERSHIP ON BOARDS
OWNED ON CURRENT PRINCIPAL OCCUPATION OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 2000 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- --------------------------- ------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Dr. Enrique R. Arzac LAQ: 1,000 Professor of Finance and LAQ: since 1996; Director of nine other
(58) .................... LAM: 1,000 Economics, Graduate School current term ends at CSAM-advised invest-
Columbia University of Business, Columbia the 2001 annual ment companies; Direc-
Graduate School of University (1971-present). meeting. tor of The Adams Ex-
Business LAM: since 1996; press Company; Direc-
New York, NY 10027 current term ends at tor of Petroleum and
the 2000 annual Resources Corporation.
meeting.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY DIRECTOR AND TERM MEMBERSHIP ON BOARDS
OWNED ON CURRENT PRINCIPAL OCCUPATION OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 2000 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- --------------------------- ------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
James J. Cattano (56) ..... LAQ: 533 President, Primary Re- LAQ: since 1991; Director of four other
55 Old Field Point Road LAM: 100 source Inc. (an interna- current term ends at CSAM-advised invest-
Greenwich, CT 06830 tional trading/chemical the 2001 annual ment companies.
processing company spe- meeting.
cializing in the sale of LAM: since 1990;
agricultural and industrial current term ends at
commodities throughout Latin the 2002 annual
American markets) meeting.
(10/96-present); President,
Atlantic Fertilizer &
Chemical Company (an
international trading com-
pany specializing in the
sale of agricultural com-
modities in Latin American
markets)(10/91-10/96).
George W. Landau (80) ..... LAQ: 2,000 Senior Advisor, Latin LAQ: since 1991; Director of five other
Two Grove Isle Drive LAM: 444 America Group, The current term ends at CSAM-advised invest-
Coconut Grove, FL 33133 Coca-Cola Company the 2000 annual ment companies;
(1988-present); President of meeting. Director of Emigrant
the Americas Society and LAM: since 1990; Savings Bank; Director
Council of the Americas current term ends at of GAM Funds, Inc.
(7/85-10/93); United States the 2000 annual
Ambassador to Venezuela meeting.
(1982-1985); United States
Ambassador to Chile
(1977-1982) and United
States Ambassador to
Paraguay (1972-1977).
William W. Priest, Jr.* LAQ: 1,000 Chairman-Management LAQ: since 1997; Director of fifty-five
(58) . . LAM: 1,000 Committee, Chief Executive current term ends at other CSAM-advised
153 East 53rd Street Officer and Executive the 2002 annual investment companies.
New York, NY 10022 Director of CSAM meeting.
(12/90-present). LAM: since 1997;
current term ends at
the 2001 annual
meeting.
Riordan Roett (60) ........ LAM: -- Sarita and Don Johnston LAM: since 1999; Director of ten other
The Johns Hopkins Professor of Political Sci- current term ends investment companies
University ence, The John Hopkins at the 2002 annual advised by SBAM.
1740 Massachusetts University (1973-present). meeting.
Avenue N.W.
Washington, D.C. 20036
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES LENGTH OF SERVICE AS
BENEFICIALLY DIRECTOR AND TERM MEMBERSHIP ON BOARDS
OWNED ON CURRENT PRINCIPAL OCCUPATION OF MEMBERSHIP OF OTHER REGISTERED
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT ON BOARDS OF INVESTMENT COMPANIES AND
NAME (AGE) 2000 DURING THE PAST FIVE YEARS THE FUNDS PUBLICLY HELD COMPANIES
- --------------------------- ------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
Martin M. Torino (50) ..... LAQ: -- Chairman of the Board of LAQ: since 1991; Director of four other
L. N. Alen LAM: -- Ingenio y Refineria San current term ends at CSAM-advised invest-
986 9th Floor Martin Del Tabacal S.A. the 2002 annual ment companies.
1001 Buenos Aires, Argen- (8/96-present); Executive meeting.
tina Director of TAU S.A. (a com- LAM: since 1990;
modities trading firm) current term ends at
(11/90-present); President the 2001 annual
of DYAT S.A. meeting.
(10/93-present); Executive
Vice President of Louis
Dreyfus Sugar, Inc.
(1984-1991).
Richard W. Watt* (41) ..... LAQ: 1,790 Managing Director of CSAM LAQ: since 1995; Director of six other
153 East 53rd Street LAM: 1,640 (7/96-present); Senior Vice current term ends at CSAM-advised invest-
New York, NY 10022 President of CSAM the 2000 annual ment companies.
(8/95-7/96); Head of Emerg- meeting.
ing Markets Investments and LAM: since 1997;
Research at Gartmore In- current term ends at
vestment Limited the 2000 annual
(11/92-6/95); Director of meeting.
Kleinwort Benson Interna-
tional Investment
(5/87-10/92).
All directors and executive
officers as a group
LAQ (10):................ 6,323
LAM (11):................ 4,537
</TABLE>
During the fiscal year ended December 31, 1999, each director who is not a
director, officer, partner, co-partner or employee of CSAM, or any affiliate
thereof, received an annual fee of $5,000 and $500 for each meeting of the Board
attended by him and was reimbursed for expenses incurred in connection with his
attendance at the Board meetings. The total remuneration paid by LAQ and LAM
during the fiscal year 1999 to all such unaffiliated directors was $42,000 and
$49,500, respectively. During the fiscal year 1999, the Board of LAQ and LAM
each convened 8 times. Each director, except Mr. Gordon, attended at least
seventy-five percent of the aggregate number of meetings of the Boards and any
committees on which he served.
The Funds' Audit Committees are composed of directors who are not interested
persons of the Funds. Messrs. Arzac, Cattano, Landau and Torino are the members
of the Audit Committee of LAQ and Messrs. Arzac, Cattano, Landau, Roett and
Torino are the members of the Audit Committee of LAM. The Audit Committee of
each Fund convened twice during the fiscal year 1999. The Audit Committee of a
Fund advises the full Board with respect to accounting, auditing and financial
matters affecting that Fund. The directors constituting each Fund's Audit
Committee also constitute the Fund's Nominating Committee, which is composed of
directors who are not interested persons of the Fund. The Nominating Committees
did not meet during the fiscal year ended December 31, 1999. The Nominating
Committee selects and nominates new non-interested directors. The Nominating
Committee will consider nominees recommended by shareholders should a vacancy
arise. Recommendations should be submitted to the Nominating Committee in care
of the Secretary of the relevant Fund. Neither of the Funds has a compensation
committee.
5
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require a Fund's officers and directors, officers and directors of
the investment adviser, affiliated persons of the investment adviser, and
persons who beneficially own more than ten percent of a Fund's Shares to file
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Fund. Based solely upon its review of the copies of such
forms received by it and written representations from such persons, each Fund
believes that for the fiscal year ended December 31, 1999, all filings
applicable to such persons were complied with.
The following table shows certain information about the executive officers
of the Funds other than Messrs. Priest and Watt, who are described above. Mr.
Priest is the Chairman of the Board of each Fund and was elected to such
positions in May 1997. Mr. Watt is President of each Fund. He has been an
officer of LAQ and LAM since August 15, 1995. Ms. Alejos has been Chief
Investment Officer of each Fund since November 9, 1999 (after having been
Investment Officer of each Fund since November 4, 1997). Mr. Aranowicz has been
an Investment Officer of LAQ and LAM since November 9, 1999. Mr. Liebes was
elected Senior Vice President of each Fund on August 12, 1997. Mr. Pignataro has
held his positions with the Funds since their commencement of operations.
Each executive officer will hold office until a successor has been elected.
All executive officers of the Funds are employees of and are compensated by
CSAM. The Funds have no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON CURRENT PRINCIPAL OCCUPATION
FEBRUARY 29, AND PRINCIPAL EMPLOYMENT
NAME AGE 2000 POSITION WITH FUNDS DURING THE PAST FIVE YEARS
---- -------- ------------ ------------------- ----------------------------------------------------
<S> <C> <C> <C> <C>
Emily Alejos ............... 36 LAM: -- Chief Investment Director of CSAM (1/99-present); Vice President of
153 East 53rd Street LAQ: -- Officer CSAM (4/97-1/99); Vice President of Bankers Trust
New York, NY 10022 Co. (8/93-3/97).
Yarek Aranowicz ............ 36 LAQ: -- Investment Officer Vice President of CSAM (3/98-present); Director of
153 East 53rd Street LAM: -- Research for Europe and the Middle East, Trans-
New York, NY 10022 National Research Corporation (12/95-2/98); Ana-
lyst, John Hancock Financial Services (5/92-6/95).
Hal Liebes ................. 35 LAQ: -- Senior Vice Managing Director and General Counsel of CSAM
153 East 53rd Street LAM: -- President (12/99-present); Director and General Counsel of
New York, NY 10022 CSAM (3/97-12/99); Vice President and Counsel,
Lehman Brothers, Inc. (6/96-3/97); Vice President
and Legal Counsel, CSAM (6/95-6/96); Chief Com-
pliance Officer, CS First Boston Investment Man-
agement (3/94-6/95).
Michael A. Pignataro ....... 40 LAQ: -- Chief Financial Vice President of CSAM (12/95-present); Assistant
153 East 53rd Street LAM: 353 Officer and Vice President and Chief Administrative Officer for
New York, NY 10022 Secretary Investment Companies of CSAM (9/89-12/95).
</TABLE>
6
<PAGE>
The following table shows certain compensation information for the directors
of the Funds for the fiscal year ended December 31, 1999. None of the Funds'
executive officers and directors who are also officers or directors of CSAM
received any compensation from the Funds for such period.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL TOTAL NUMBER
BENEFITS ESTIMATED COMPENSATION FROM OF BOARDS OF
ACCRUED AS ANNUAL FUND AND CSAM-ADVISED
AGGREGATE PART OF BENEFITS FUND COMPLEX INVESTMENT
COMPENSATION FUND UPON PAID TO COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSES RETIREMENT DIRECTORS SERVED
---------------- ---------------------- ---------- ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Enrique R. Arzac ........ LAQ: $9,000 0 0 $99,500 11
LAM: $9,000
James J. Cattano ............ LAQ: $8,500 0 0 $61,500 6
LAM: $8,500
Peter A. Gordon(*) .......... LAQ: $7,500 0 0 $44,500 6
LAM: $7,500
George W. Landau ............ LAQ: $9,000 0 0 $64,000 7
LAM: $9,000
Riordan Roett ............... LAM: $7,500 $ 7,500 1
Martin M. Torino ............ LAQ: $8,000 0 0 $51,000 6
LAM: $8,000
</TABLE>
- --------------
* Mr. Gordon resigned from the Boards of the Funds effective December 20,
1999.
VOTE REQUIRED
Proposal 1 requires for approval the affirmative vote of a plurality of the
votes cast at a Meeting in person or by proxy. Because abstentions and broker
non-votes are not treated as shares voted, any abstentions and broker non-votes
would have no impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The second proposal to be submitted at the Meetings will be the ratification
or rejection of the selection by the Boards of PricewaterhouseCoopers LLP as
independent public accountants of the Funds for the present fiscal year ending
December 31, 2000. At a meeting held on February 8, 2000, the Boards of each
Fund, including those directors who are not "interested persons" of the Funds,
approved the selection of PricewaterhouseCoopers LLP for the fiscal year ending
December 31, 2000. PricewaterhouseCoopers LLP has been independent public
accountants for each of the Funds since commencement of operations of the
respective Funds, and has informed each Fund that it has no material direct or
indirect financial interest in that Fund. A representative of
PricewaterhouseCoopers LLP will be available at the Meetings and will have the
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.
7
<PAGE>
VOTE REQUIRED
Proposal 2 requires for approval the vote of a majority of the votes cast at
a Meeting in person or by proxy. Because abstentions and broker non-votes are
not treated as shares voted, any abstentions and broker non-votes would have no
impact on such proposal.
THE BOARDS OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND
THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL 3: SHAREHOLDER PROPOSAL REQUESTING LAQ'S BOARD TO
PRESENT FOR SHAREHOLDER APPROVAL A PROGRAM TO PERMIT SHAREHOLDERS
TO REALIZE NET ASSET VALUE FOR THEIR SHARES
The Fund has received the following proposal and supporting statement from
Walter S. Baer, who advised the Fund that, at the time he submitted his proposal
to the Fund, he had owned shares of the Fund with a market value of at least
$2,000 continuously for the preceding year. The Fund will provide the address of
Mr. Baer to any person who so requests such information orally or in writing,
promptly upon the receipt of any oral or written request therefor, to CSAM at
153 East 53rd Street, 57th Floor, New York, New York 10022. The Board of
Directors and the Fund accept no responsibility for the accuracy of either the
proposal or Mr. Baer's supporting statement. For the reasons set forth in detail
in the Opposing Statement of the Board of Directors, which follows Proposal 4,
the Board of Directors recommends a vote AGAINST this shareholder proposal. The
text of the shareholder proposal and supporting statement is as follows:
"RESOLVED: The shareholders request that, within sixty days, the Fund's
Board of Directors present for shareholder approval a program that will permit
shareholders to realize net asset value for their shares.
SUPPORTING STATEMENT
"Shareholders have suffered long enough from the Fund's mediocre performance
and large discount from Net Asset Value (NAV). The Fund should permit
shareholders who want to redeem shares to do so at NAV. Recommended programs to
accomplish this include 1) an unlimited, one-time self-tender offer at NAV;
2) converting the Fund to an open-end fund; 3) merging the Fund with an open-end
fund; or 4) liquidating the Fund.
Fund management probably will make numerous arguments why the current
structure should be retained. In my opinion, the dollars-and-cents benefits to
shareholders of eliminating the discount far outweigh whatever advantages the
closed-end structure may offer for this Fund."
THE BOARD OF DIRECTORS OPPOSES THE PROPOSAL DESCRIBED ABOVE AND URGES
SHAREHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE REASONS STATED IN THE OPPOSING
STATEMENT OF THE BOARDS OF DIRECTORS FOLLOWING PROPOSAL 4.
PROPOSAL 4: SHAREHOLDER PROPOSAL REQUESTING LAM'S BOARD TO
PRESENT FOR SHAREHOLDER APPROVAL A PROGRAM TO PERMIT SHAREHOLDERS
TO REALIZE NET ASSET VALUE FOR THEIR SHARES
The Fund has received the following proposal and supporting statement from
Walter S. Baer, who advised the Fund that, at the time he submitted his proposal
to the Fund, he had owned shares of the Fund with a market value of at least
$2,000 continuously for the preceding year. The Fund will provide the address of
Mr. Baer to any person who so requests such information orally or in writing,
promptly upon the receipt of any oral or written request therefor, to CSAM at
153 East 53rd Street, 57th Floor, New York, New York 10022. The Board of
Directors and the Fund accept no responsibility for the accuracy of either the
proposal or Mr. Baer's supporting statement. For
8
<PAGE>
the reasons set forth in detail in the Opposing Statement of the Board of
Directors, which follows Mr. Baer's Supporting Statement, the Board of Directors
recommends a vote AGAINST this shareholder proposal. The text of the shareholder
proposal and supporting statement is as follows:
"RESOLVED: The shareholders request that, within sixty days, the Fund's
Board of Directors present for shareholder approval a program that will permit
shareholders to realize net asset value for their shares.
SUPPORTING STATEMENT
"Shareholders have suffered long enough from the Fund's mediocre performance
and large discount from Net Asset Value (NAV). The Fund should permit
shareholders who want to redeem shares to do so at NAV. Recommended programs to
accomplish this include 1) an unlimited, one-time self-tender offer at NAV;
2) converting the Fund to an open-end fund; 3) merging the Fund with an open-end
fund; or 4) liquidating the Fund.
Fund management probably will make numerous arguments why the current
structure should be retained. In my opinion, the dollars-and-cents benefits to
shareholders of eliminating the discount far outweigh whatever advantages the
closed-end structure may offer for this Fund."
OPPOSING STATEMENT OF THE BOARDS OF DIRECTORS
On February 8, 2000, the Boards of Directors of LAQ and LAM unanimously
resolved to recommend that you vote AGAINST Proposals 3 and 4, respectively, in
light of the recent actions taken by the Boards as more fully described below.
The Boards recognize shareholders' concerns regarding the discount at which
the Funds' shares have traded, and each Fund sought to address these concerns by
instituting a share repurchase program, whereby each Fund seeks to repurchase in
open market transactions at prevailing market prices up to 15% of the Fund's
outstanding common stock.
Going forward, the Directors have decided that before committing to any
particular course of action, the Directors should have the benefit of additional
independent professional advice. Accordingly, as announced on February 10, 2000,
the Boards of each Fund, including the non-interested Directors, authorized the
Funds to retain PaineWebber Incorporated ("PW"), a prominent investment banking
firm with substantial expertise in the closed-end fund area, to provide the
Directors with market information, advice and analyses of strategic and
structural alternatives with respect to the Funds. PW has no existing
affiliation with the Funds or with management. The Funds' Directors, including,
most particularly, the non-interested Directors, believe that this engagement
will provide additional useful guidance to them in their continuing efforts to
enhance the value of the Funds' shares, including reducing the market discount
at which the Funds' shares trade, and to enhance shareholder value in general.
On April 10, 2000, the Funds announced that PW has completed its preliminary
analyses of strategic and structural alternatives aimed at enhancing the value
of each Fund's shares. PW's analyses cover a broad range of options for each
Fund and include considerations relating to the continued viability of each Fund
as presently structured. The full Boards and non-interested Directors of each
Fund have authorized PW to proceed to the next phase of the engagement, which
will involve discussions with market participants and a more in-depth analysis
of the viability and details of certain courses of action that were presented to
the Directors at meetings held on April 6, 2000.
The courses of action that are being analyzed in more depth include a
possible combination of the Funds and partial tender offers by one or more of
the constituent or successor Funds, and may include the implementation of
automatic periodic tender offers and refinements of the Funds' investment
strategies.
9
<PAGE>
The Boards expect to meet again in early May to formally consider the
details of such proposals or actions, which will be announced promptly after
Board approval. Following the announcement of any approved actions for each
Fund, shareholders will be provided in due course with any necessary proxy
materials discussing the specific courses of action for their Fund and will be
given an opportunity to consider and vote on such actions where required by
applicable law. There can be no assurance that any action proposed or adopted by
the Boards will reduce or eliminate the discount at which the Funds' shares
trade or that any required shareholder or other approvals will be obtained.
Pending the completion of the PW analyses and the Boards' deliberations, the
Boards believe that it would be untimely, and not in the best interests of
shareholders, to adopt any particular approach before gaining the benefit of
PW's consultation and in depth analysis. Accordingly,
THE BOARD OF DIRECTORS OF LAQ AND LAM, INCLUDING THE NON-INTERESTED
DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS OF LAQ AND LAM VOTE "AGAINST"
PROPOSALS 3 AND 4, RESPECTIVELY.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETINGS;
SHAREHOLDER PROPOSALS
The Boards are not aware of any other matters that will come before the
Meetings. Should any other matter properly come before a Meeting, it is the
intention of the persons named in the accompanying Proxy to vote the Proxy in
accordance with their judgment on such matters.
Notice is hereby given that for a shareholder proposal to be considered for
inclusion in any Fund's proxy material relating to its 2001 annual meetings of
shareholders, the shareholder proposal must be received by that Fund no later
than December 18, 2000. A shareholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding Shares or Shares
with a market value of $2,000 entitled to be voted at the meeting and must have
held such Shares for at least one year. Further, the shareholder must continue
to hold such Shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934 (the "1934 Act"). The
timely submission of a proposal does not guarantee its inclusion in a Fund's
proxy materials.
Pursuant to the By-laws of each Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at the relevant Fund c/o Credit Suisse Asset Management,
LLC, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, NY 10022
not later than March 2, 2001; provided, however, that in the event that the date
of the 2001 annual meeting is advanced or delayed by more than 30 days from
May 23, 2001, the first anniversary of the 2000 annual meeting, notice by such
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or public
announcement of the date of the 2001 meeting is given or made.
Any notice by a shareholder to a Fund must set forth as to each matter the
shareholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting
10
<PAGE>
and the reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Fund's books, of the shareholder
proposing such business, (iii) the class and number of Shares of the capital
stock of the Fund which are beneficially owned by the shareholder, (iv) a
representation that the shareholder is a holder of record of shares of the Fund
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to present such business, (v) whether the shareholder intends or is
part of a group which intends to solicit proxies from other shareholders in
support of such business, and (vi) any material interest of the shareholder in
such business.
A Fund may exercise discretionary voting authority with respect to any
shareholder proposals that are not submitted in accordance with Rule 14a-8 under
the 1934 Act and which are submitted after the advance notice deadline for
submission of proposals pursuant to the Fund's By-laws indicated above. Even if
timely notice is received, a Fund may exercise discretionary voting authority in
certain other circumstances as described under Rule 14a-4(c) under the 1934 Act
which governs the Fund's use of discretionary proxy voting authority.
Discretionary voting authority is the ability to vote proxies that shareholders
have executed and returned to a Fund on matters not specifically reflected on
the form of proxy.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH TO HAVE YOUR SHARES
VOTED, PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING, SIGNING AND RETURNING
YOUR PROXY CARD(S) IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
ADDITIONAL INFORMATION
BENEFICIAL OWNERS
The following table shows certain information concerning persons who may be
deemed beneficial owners of 5% or more of the Shares of any Fund because they
possessed or shared voting or investment power with respect to the Shares of
that Fund:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
FUND NAME AND ADDRESS BENEFICIALLY OWNED OF SHARES
- ------------ ---------------- ------------------ ---------
<S> <C> <C> <C>
LAM *President and Fellows of Harvard College ............. 1,694,600 25.7%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
LAQ *President and Fellows of Harvard College ............. 1,954,600 26.9%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
</TABLE>
- --------------
* As stated in Schedules 13G on file with the Securities and Exchange
Commission as of April 10, 2000.
REPORTS TO SHAREHOLDERS
The Funds send unaudited semi-annual and audited annual reports to their
shareholders, including a list of investments held. EACH FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT, UPON
REQUEST TO THAT FUND C/O CREDIT SUISSE ASSET MANAGEMENT, LLC, ONE CITICORP
CENTER, 153 EAST 53RD STREET, 57TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE
(1-800-293-1232) OR AT THE FUNDS' WEBSITE AT WWW.CEFSOURCE.COM. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
11
<PAGE>
THE LATIN AMERICA
EQUITY FUND, INC.
----------------------------------------------------------
THE LATIN AMERICA
INVESTMENT FUND, INC.
----------------------------------------------------------------
3901-JP-00
<PAGE>
PROXY
THE LATIN AMERICA EQUITY FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael A. Pignataro and Hal Liebes as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side and in
accordance with their judgment on such other matters as may properly come before
the meeting or any adjournments thereof, all shares of The Latin America Equity
Fund, Inc. (the "Fund") that the undersigned is entitled to vote at the annual
meeting of shareholders to be held on May 23, 2000, and at any adjournments
thereof.
- ------------- -------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ------------- -------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND "AGAINST" PROPOSAL 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1.
"FOR" PROPOSAL 2 AND "AGAINST" PROPOSAL 3.
1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS
NOMINEES: (01) George W. Landau (three-year term)
(02) Richard W. Watt (three-year term)
[ ] FOR all nominees listed above (except as marked to the contrary above)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH SUCH INDIVIDUAL'S NAME ABOVE.)
2. To ratify the selection of PricewaterhouseCoopers LLP as independent public
accountants of the fund for the fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve a shareholder proposal requesting that the Board of Directors
present for shareholder approval a program to permit shareholders to
realize net asset value for their shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If in a
partnership, please sign in partnership name by authorized person.
Signature:____________ Date:__________ Signature:_____________ Date:__________
